UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 8-K/A 

 Amendment No. 1

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the 

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): April 3, 2018

 

Commission File Number

Exact Name of Registrant as Specified 

in Charter; 

State of Incorporation;

Address and Telephone Number

Former Name or Former Address, if Changed since Last Report

 

IRS Employer 

Identification Number

 

001-15943

Charles River Laboratories International, Inc. 

Delaware

251 Ballardvale Street

Wilmington, Massachusetts 01887

(781) 222-6000

N/A

 

06-1397316
     

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.01 Completion of Acquisition or Disposition of Assets.

 

On April 3, 2018, Charles River Laboratories International, Inc. (“Charles River” or the “Company”), Forest Acquisition Corporation, a wholly-owned subsidiary of Charles River (“Merger Sub”), ACP Mountain Holdings, Inc. (“ACP”) and Avista Capital Partners IV GP, LP, in its capacity as Stockholder’s Representative consummated the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 12, 2018 (the “Merger”). Under the terms of the Merger Agreement, Merger Sub merged with and into ACP, resulting in ACP becoming a wholly-owned subsidiary of the Company. The completion of the Merger was previously reported in the Current Report on Form 8-K as filed by Charles River with the Securities and Exchange Commission on April 3, 2018 (the “Form 8-K”).

 

This Current Report on Form 8-K/A amends the Form 8-K to include the financial statements and pro forma financial information described in Item 9.01 below which were not previously filed with the Form 8-K and which are permitted to be filed by amendment no later than 71 days after the date the Form 8-K was required to be filed.

 

ITEM 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired
   
  Audited Consolidated Financial Statements of ACP for the year ended December 31, 2017 with Report of Independent Auditors are attached as Exhibit 99.1 and incorporated herein by reference.
   
(b) Pro Forma Financial Information
   
  The following financial statements are attached as Exhibit 99.2 and incorporated herein by reference:
   
  Unaudited Pro Forma Condensed Combined Balance Sheet of Charles River and ACP as of December 30, 2017 and notes related thereto.
   
  Unaudited Pro Forma Condensed Combined Statement of Income of Charles River and ACP for the year ended December 30, 2017 and notes related thereto.
   
(d) Exhibits
   
 

The following exhibits are filed as part of the current report:

 

 

Exhibit No. Description
   
23.1 Consent of Deloitte & Touche LLP relating to the financial statements of ACP.
   
99.1 Audited Consolidated Financial Statements of ACP for the year ended December 31, 2017.
   
99.2 Unaudited Pro Forma Condensed Combined Financial Statements as of December 30, 2017.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date:  June 14, 2018  

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

 

     
      By: /s/ Matthew Daniel
        Name: Matthew Daniel
        Title: Corporate Senior Vice President, Deputy General Counsel and Assistant Secretary

 

 

Exhibit Index

 

Exhibit No. Description
   
23.1 Consent of Deloitte & Touche LLP relating to the financial statements of ACP.
   
99.1 Audited Consolidated Financial Statements of ACP for the year ended December 31, 2017.
   
99.2 Unaudited Pro Forma Condensed Combined Financial Statements as of December 30, 2017.